The agreement for Restaurant subscriptions

This Merchant Subscription Agreement (“Agreement”) is between Orves (“Orves,” “we,” “us,” or “our”) and the restaurant, hospitality business, retail business, or other organization identified during subscription, checkout, or account registration (“Restaurant,” “you,” or “your”). It governs the Restaurant’s purchase of and access to the Services.

By submitting a subscription order, completing checkout, clicking a button indicating acceptance, signing an Order, or using a paid Service, the Restaurant agrees to this Agreement.

The person accepting represents that they have reached the age of majority where they live, are legally capable of entering a contract, have authority to bind the Restaurant, have provided accurate information, and will use the Services only for lawful business purposes. A person without that authority must not accept on the Restaurant’s behalf.

This Agreement includes the applicable Order, Orves Terms of Service, Orves Privacy Policy, feature-specific terms displayed in the Services, and any written addendum accepted by both parties.

If provisions conflict, a mutually signed addendum controls first, followed by the Order, this Agreement, the Terms of Service, feature-specific rules, and then the Privacy Policy. The Privacy Policy describes Orves’ privacy practices but does not reduce contractual data-protection obligations in this Agreement.

The Restaurant may use only the Services included in its selected plan or Order. Features may include Restaurant administration, locations and permissions, menus and recipes, Orves POS, kitchen displays, guest ordering, delivery, gift cards, loyalty, scheduling, workforce management, timekeeping, payroll calculations and exports, tips, inventory, suppliers, purchases, waste, reporting, printers, device pairing, voice-order transcripts, images, dish analysis, AI-assisted features, mobile applications, integrations, and support.

Some features require additional configuration, permissions, compatible equipment, usage capacity, or Third-Party Services.

Subject to payment and compliance with this Agreement, Orves grants the Restaurant a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the Subscription Term to permit Authorized Users to access the Services for the Restaurant’s internal operations. The Services are licensed, not sold.

The Restaurant must provide accurate information, designate administrators, assign appropriate roles, protect credentials and devices, prevent credential sharing, remove access when no longer required, protect exported files, secure terminals and networks, and promptly report suspected unauthorized access to getorves@gmail.com.

The Restaurant is responsible for activity through its authorized accounts except to the extent unauthorized activity was directly caused by Orves’ failure to maintain safeguards required by law.

An Order may limit locations, Users, devices, modules, transaction volume, storage, or other usage. The Restaurant must not use a single-location plan for additional locations where a separate subscription is required. Orves will disclose additional charges before imposing them unless the Order already states usage-based pricing.

The Restaurant will provide information and reasonable assistance needed to configure the Services, including business, menu, tax, employee, role, schedule, payroll, loyalty, printer, branding, and integration information. Implementation dates are estimates and depend on timely cooperation, equipment, connectivity, and Third-Party Services. Orves is not responsible for delay caused by inaccurate or missing Restaurant information, unavailable equipment, or a Third-Party Service.

The Order should identify the plan, included Services, locations, billing period, price, currency, taxes, trial, start date, renewal date, usage limits, optional modules, discounts, and additional terms. If checkout and a later accepted confirmation contain different pricing, the accepted confirmation controls unless it contains an obvious error.

Orves uses Stripe to process Restaurant subscription payments. By providing a payment method, the Restaurant authorizes Orves and Stripe to charge subscription fees, process recurring renewals, collect taxes, process plan changes, update payment information, issue approved refunds, retry failed payments, and maintain invoice records.

Complete card numbers and security codes are collected through Stripe-controlled or secured fields. Orves may receive billing contact information, payment status, card brand, expiration date, last four digits, and Stripe customer, subscription, invoice, transaction, renewal, cancellation, and refund information. Stripe’s applicable terms and privacy policy govern its independent processing.

Stripe processing an Orves subscription does not make Orves or Stripe the Restaurant’s guest-payment processor. Unless a separate written agreement states otherwise, the Restaurant selects and contracts with its guest-payment provider, that provider processes and settles guest payments, and Orves does not hold Restaurant sales proceeds, establish payment reserves, determine chargebacks, or act as merchant of record.

The Services may record, display, or transmit limited payment information from a Restaurant-selected provider. The Restaurant must reconcile its transactions and comply with its payment-provider agreement.

A monthly subscription automatically renews each month until cancelled. A monthly cancellation takes effect at the end of the current paid period, access continues until then, and the next renewal is stopped.

An annual subscription is charged in advance and automatically renews annually until cancelled. Cancellation prevents the next renewal, access continues until the current annual period ends, and no additional early-termination fee is charged. Orves will provide a renewal reminder where required by law or stated in the Order.

The Restaurant may cancel through an available billing portal or by contacting getorves@gmail.com. Unless law requires otherwise, fees are not prorated merely because the Restaurant stops using the Services before the paid period ends.

A trial or promotion will display its length, included Services, payment-method requirement, conversion date, post-trial price, and cancellation method. Unless cancelled before the displayed date, a trial automatically converts to the displayed paid plan. Promotional pricing ends after the stated period. A Restaurant may not create multiple accounts to obtain repeated trial benefits.

The Restaurant will pay fees shown in its Order. Unless stated otherwise, fees are in Canadian dollars and exclude applicable GST, PST, HST, and other taxes. The Restaurant must maintain accurate billing and tax information and remains responsible for taxes relating to its own operations, employees, and customer transactions.

If payment fails, Orves or Stripe may retry and notify the Restaurant. The Restaurant normally has seven days to correct payment. Orves may then suspend paid functionality, but will not immediately delete Restaurant Data. Orves may act sooner for suspected fraud, a revoked payment method, a chargeback, or a security threat. Valid outstanding amounts remain payable.

Except where required by law or expressly stated in an Order, subscription payments are non-refundable after the billing period begins, partial-period refunds are not automatic, failure to use the Services creates no refund right, and third-party fees follow the third party’s terms. Orves may provide a discretionary refund or credit without creating an obligation in another case.

If the Restaurant terminates because Orves failed to cure a material breach, Orves will refund prepaid subscription fees for the unused post-termination period.

Orves may change pricing on at least 30 days’ advance notice. The new price applies no earlier than the first renewal after that notice. The Restaurant may cancel before it takes effect. Changes caused solely by applicable taxes may take effect with the tax change.

The Restaurant is an independent business and remains responsible for menus, prices, taxes, discounts, fees, ingredients, recipes, nutrition and allergen information, food safety, licences, alcohol sales, order fulfilment, pickup and delivery, customer service, refunds, gift cards, loyalty, promotions, employees, payroll, wages, overtime, breaks, scheduling, tips, privacy notices, marketing consent, accessibility, and legal compliance.

Orves does not own or operate the Restaurant and is not the seller of its food, beverages, gift cards, or other products.

Orves provides tools for scheduling, availability, time off, shift trades, time clocks, breaks, corrections, tips, pay information, payroll calculations, and exports. Orves is not the Restaurant’s employer, payroll administrator, accountant, tax adviser, employment lawyer, or human-resources adviser.

The Restaurant must determine worker status; comply with wage, overtime, break, leave, scheduling, and termination laws; verify hours, pay, tips, deductions, bonuses, and reimbursements; review calculations and exports; pay workers accurately and on time; keep required records; provide privacy notices; and obtain authorization required for younger workers. Automated or AI output must not be the sole basis for a legally significant employment decision.

When guest ordering is enabled, the Restaurant is the seller, controls menu information, prices, taxes, fees, tips, acceptance, fulfilment, and refunds, and handles complaints, replacements, delivery, food safety, and allergies.

For alcohol or another restricted product, the Restaurant must hold required licences, comply with sale and delivery restrictions, verify legal age and identification, train personnel, and refuse unlawful transactions. Orves may restrict these features where reasonably necessary for safety or compliance.

Unless expressly agreed otherwise, the Restaurant is the gift-card issuer and loyalty-program operator. It is responsible for terms, balances, redemption, expiration restrictions, required cash redemption, compromised codes, customer disputes, earning and redemption rules, program changes, required notices, and consumer-protection compliance. Orves may correct technical errors and restrict suspected fraud or unauthorized manipulation.

The Restaurant is responsible for legally sufficient consent, sender identification, required contact information, working unsubscribe methods, honouring requests, consent records, authorized purposes, and compliance with Canada’s Anti-Spam Legislation and other applicable laws. It must not upload purchased, harvested, or unlawfully obtained lists.

Orves may use Resend to deliver communications. Resend may process recipient names, addresses, message content, delivery information, bounces, complaints, unsubscribes, and engagement information where enabled. Orves may suspend messaging for suspected spam, unlawful marketing, excessive complaints, or provider-policy violations.

As between the parties, the Restaurant retains its rights in Restaurant Data. It grants Orves a limited, non-exclusive, worldwide right during the Agreement and applicable retention period to host, process, store, copy, transmit, display, format, back up, protect, restore, and export Restaurant Data as reasonably necessary to provide requested Services, operate integrations, provide support, maintain security, prevent misuse, comply with law, enforce agreements, and improve the Services using aggregated or de-identified information.

The Restaurant represents that it has authority to provide the data, its instructions are lawful, required notices and consent have been provided, the data does not unlawfully infringe rights, and it will use care when granting access. Orves does not acquire ownership merely by processing Restaurant Data.

For employee, Guest, customer, supplier, and similar information processed on Restaurant instructions, the Restaurant generally determines purposes and Orves generally acts as its service provider or processor. Orves will process the information to provide the Services, follow lawful instructions, protect the Services, and comply with law; require confidentiality from authorized personnel; maintain reasonable safeguards; reasonably assist with privacy requests; and notify the Restaurant without undue delay after confirming a security incident affecting Restaurant-controlled personal information unless law prohibits notice.

The Restaurant authorizes subprocessors identified in the Privacy Policy, including Stripe, Resend, OpenAI, hosting, database, backup, storage, Apple, Google, Expo, Mapbox, Open-Meteo, security, monitoring, and support providers. Orves remains responsible to the extent required by law and its contracts.

Orves independently controls information used for subscription billing, account administration, support, security, fraud prevention, service communications, legal compliance, and business records. Both parties must comply with applicable privacy laws.

Information may be processed in Canada, the United States, and other countries where providers operate. Orves will use legally recognized safeguards where required, and the Restaurant must provide legally required cross-border notices.

Orves may create and use aggregated or de-identified information that cannot reasonably identify a Restaurant or person to operate, secure, measure, and improve the Services and understand general trends. Where law requires, Orves will maintain it in de-identified form and not attempt reidentification. Orves will not intentionally use identifiable private Restaurant Data to train a general-purpose AI model without separate authorization.

Some Services use AI provided by Orves and third parties, including OpenAI. A requested feature may send prompts, questions, images, recipes, ingredients, menus, inventory, costs, sales, labour information, or other necessary context to OpenAI.

AI output may be inaccurate, incomplete, outdated, non-unique, or unsuitable and requires human review. It is not professional, legal, tax, payroll, employment, medical, dietary, allergy, or food-safety advice. Authorized Users must not submit information they lack permission to disclose or unnecessary sensitive information. AI features may change or become unavailable, and Orves does not use AI by itself to make final legally significant employment decisions.

Orves and its licensors own the Services, including software, applications, interfaces, designs, documentation, workflows, databases, structures, templates, report designs, AI workflows, updates, and improvements. The Restaurant retains its names, logos, trademarks, menus, images, content, and Restaurant Data.

Orves may use voluntary product feedback to develop and improve the Services without payment or attribution, but that does not transfer ownership of confidential Restaurant Data. Orves will not publicly identify the Restaurant as a customer or use its logo in marketing without written or electronic permission, although it may display branding within Restaurant-configured customer-facing Services.

Each party will use the other’s non-public business, financial, pricing, product, software, security, customer, employee, operational, and Restaurant Data only to perform this Agreement; protect it with reasonable care; and disclose it only to personnel, providers, contractors, and advisers who need it and are subject to confidentiality duties.

These duties do not cover information that lawfully becomes public, was already known, is lawfully received from another source, or is independently developed without the confidential information. A legally compelled disclosure may be made, with advance notice where permitted and limited to what is required.

The Services may depend on Stripe, Resend, OpenAI, Apple, Google, Expo, Mapbox, Open-Meteo, hosting and database providers, payment and payroll providers, delivery services, accounting systems, printers, and Restaurant-selected integrations. Third parties may impose separate fees, terms, privacy practices, and requirements.

Orves does not control an independent third party’s actions or availability, but this does not remove Orves’ legal responsibility for providers processing information on its behalf. The Restaurant must review, authorize, configure, and disconnect integrations it selects.

Unless an Order expressly states otherwise, Orves does not sell or lease physical equipment under this Agreement. The Restaurant is responsible for compatible devices, printers, terminals, routers, networks, internet, carrier charges, equipment maintenance, updates, physical security, and outage procedures. Orves does not guarantee compatibility with every device, printer, terminal, browser, network, or operating system.

Orves works to provide reliable Services but does not guarantee uninterrupted or error-free operation. Maintenance, updates, connectivity, devices, Third-Party Services, security incidents, defects, high demand, or events outside reasonable control may interrupt the Services. The Restaurant must maintain reasonable continuity procedures.

Unless an Order contains a service-level agreement, response and availability targets are estimates. Orves may add, improve, change, replace, or discontinue features, with reasonable notice for material removal of paid core functionality unless immediate action is required for security, law, fraud prevention, safety, or provider requirements. If material paid functionality is permanently removed without a reasonable replacement, the Restaurant may terminate the affected subscription and request a prorated unused-period refund.

Orves may suspend affected Services for failed payment, fraud, illegality, security threats, unauthorized access, material breach, harm, spam, provider-policy violations, legal requirements, or abusive use. Except where urgent action is reasonably necessary, Orves will provide notice and a reasonable opportunity to correct the issue and will limit suspension to affected features where practical. Suspension does not eliminate valid payment obligations.

Either party may terminate for a material breach not corrected within 30 days after written notice. A shorter period may apply when correction is reasonably possible sooner, continued use creates risk or harm, payment is overdue, or law requires faster action. No correction period is required for fraud, intentional illegal activity, deliberate security attacks, or an incurable breach.

When the subscription ends, paid access ends, outstanding valid fees remain payable, the Restaurant remains responsible for its customer and employee obligations, and Orves may retain information for legal, billing, tax, security, and dispute purposes. Termination does not cancel the Restaurant’s independent third-party contracts.

The Restaurant may use available exports during the subscription. After termination, Orves will normally provide a 30-day period to request an available export. Orves may then delete or de-identify Restaurant Data, subject to legal, tax, accounting, payroll, employment, security, fraud, dispute, backup, and Privacy Policy requirements. Encrypted backups may remain until removed under the applicable rotation schedule, and Orves is not required to retain Restaurant Data indefinitely.

Each party represents it has authority to enter this Agreement. Orves warrants that paid Services will materially conform to applicable documentation under normal authorized use. Orves will use commercially reasonable efforts to correct a material breach; if correction is not commercially reasonable, the Restaurant may terminate the affected Service and receive a prorated refund of prepaid unused fees.

Except for express warranties and to the maximum extent permitted by law, the Services are provided on an “as available” basis. Orves does not guarantee uninterrupted or error-free operation, universal compatibility, accuracy of Restaurant information, calculations, reports, or AI results, satisfaction of every legal requirement, uninterrupted third-party availability, or prevention of every security attack. Orves does not provide legal, tax, accounting, payroll, employment, medical, dietary, allergy, or food-safety advice. Non-waivable legal rights remain unaffected.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, business, opportunities, goodwill, or avoidable loss caused by failure to maintain reasonable backups.

To the maximum extent permitted by law, Orves’ total aggregate liability will not exceed subscription fees paid by the Restaurant during the 12 months immediately before the event giving rise to the claim. These limits do not apply to fraud, intentional misconduct, amounts owed to Orves, or liability that cannot legally be limited.

Orves will defend the Restaurant against a third-party claim alleging that authorized use of unmodified Orves software infringes Canadian copyright or misappropriates trade secrets. Orves may obtain continued-use rights, modify or replace the affected Service, or terminate it and refund prepaid unused fees.

This does not apply to claims caused by Restaurant Data, requested modifications, unauthorized use, unauthorized combinations, failure to install a provided update, continued use after an instruction to stop, or Restaurant fraud or intentional misconduct. The Restaurant must promptly notify Orves, allow control of defence and settlement, and provide reasonable assistance at Orves’ expense.

The Restaurant will defend and indemnify Orves from third-party claims, fines, losses, and reasonable legal costs arising from the Restaurant’s products or operations; food safety, allergens, or alcohol; employment practices, payroll, or tips; Restaurant Data; unlawful communications; gift cards, loyalty, or promotions; guest orders, delivery, refunds, or customer service; privacy or consumer-law violations; unauthorized or unlawful use; or material breach of this Agreement. This does not apply to the extent caused by Orves’ fraud, intentional misconduct, or violation of law.

Before formal proceedings, the parties will reasonably attempt informal resolution. A notice should identify the parties and account, describe the dispute and requested resolution, and include supporting information. Notices may be sent to getorves@gmail.com.

Except where law requires otherwise, this Agreement is governed by British Columbia law and applicable federal Canadian law. The parties submit to courts located in British Columbia. This Agreement does not require mandatory arbitration or waive legally protected class-action rights.

The Restaurant agrees to receive agreements, invoices, renewal notices, security alerts, and other business communications by email, account notice, in-product message, website notice, Stripe billing portal, or another reasonable electronic method. It must keep its email current. Clicking “Accept,” “Subscribe,” “Submit,” or a similar button constitutes an electronic signature and intention to enter the displayed agreement.

Formal notices to Orves may be emailed to getorves@gmail.com with “Legal Notice” in the subject or mailed to Orves, 8260 Rosehill Dr, Richmond, British Columbia, Canada.

Neither party is responsible for delay caused by events outside reasonable control, including disaster, fire, flood, pandemic, war, terrorism, labour disruption, government action, power, internet, telecommunications, or widespread provider failure. The affected party must reasonably mitigate and resume performance. Payment for Services already provided remains due.

The Restaurant may not assign this Agreement without written consent, not to be unreasonably withheld. Orves may assign it in connection with financing, reorganization, acquisition, merger, asset sale, or transfer of the Services. The parties are independent contractors, and no partnership, employment, franchise, fiduciary, agency, or joint venture is created.

Failure to enforce is not a waiver. If a provision is unenforceable, the remainder continues. This Agreement and incorporated documents are the entire subscription agreement. A mutually signed amendment controls. Orves may update this Agreement on reasonable notice, with material changes normally applying at renewal unless law or security requires earlier application.

Payment, data, intellectual property, confidentiality, disclaimers, liability, indemnification, disputes, and provisions that by nature should continue survive termination.

The parties have requested that this Agreement be prepared in English. If the Restaurant is located in Quebec, Orves will provide legally required French documents and language choices before acceptance. A French translation must be professionally reviewed and synchronized with the English version.

Questions may be sent to getorves@gmail.com or mailed to Orves, 8260 Rosehill Dr, Richmond, British Columbia, Canada. Do not email passwords, PINs, complete card numbers, security codes, government identification, medical documents, or unnecessary sensitive information.